Exhibit
3.2




BY-LAWS




(as
most recently amended on December 16, 2008)




ARTICLE
I -OFFICES




Section
1.  The principal office of the corporation in the State of Nevada
shall be at 821, Riverside Drive, Reno, Nevada and the resident agent in charge
thereof is Oliver Merservy.




Section
2.  The corporation may have such other offices within or without the
State of Nevada as the Board of Directors may designate or as the business of
the corporation may require from time to time.




ARTICLE II -
STOCKHOLDERS




Section
1.  ANNUAL MEETING:  The annual meeting of the stockholders
shall be held at a place to be designated by the Board on the 20th day of
January at 2:00 P.M., beginning with the year 1990, or at such other time on
such other day within such month as shall be fixed by the Board of Directors,
for the purpose of electing directors and for the transaction of such other
business as may come before the meeting.  If the day fixed for the
annual meeting shall be a legal holiday, such meeting shall be held on the next
succeeding business day.  If the election of directors shall not be
held on the day designated herein for any annual meeting of the stockholders, or
at any adjournment thereof, the Board of Directors shall cause the election to
be held at a special meeting of the stockholders as soon thereafter as
conveniently may be.




Section
2.  SPECIAL MEETINGS:  Special Meetings of the shareholders
may be held at any time and for any purpose and may be called by the chief
executive officer, the board of directors or by a shareholder or shareholders
holding 25% or more of the voting power of all shares entitled to vote at the
meeting.  A shareholder or shareholders holding the requisite
percentage of the voting power of all shares entitled to vote may demand a
special meeting of the shareholders by written notice of demand given to the
president of the corporation and containing the purposes of such
meeting.  Unless requested by shareholders entitled to cast a majority
of all votes entitled to be cast at the meeting, a special meeting need not be
called to consider any matter which is substantially the same as a matter voted
on at any meeting of shareholders during the proceeding twelve
months.  The business transacted at a special meeting shall be limited
to the purposes as stated in the notice of the meeting.




Section
3.  PLACE OF MEETING:  The Board of Directors may designate
any place, either within or without the State of Nevada, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors.  A waiver of notice signed by all stockholders entitled to
vote at a meeting may designate any place, either within or without the State of
Nevada, as the place for the holding of such meeting.  If no
designation is made, or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the corporation.




Section
4.  NOTICE OF MEETING:  Written notice stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall, unless otherwise prescribed by
statute, be delivered not less than ten nor more than fifty days before the date
of the meeting, either personally or by mail, by or at the direction of the
president, or the secretary, or the officer or other persons calling the
meeting, to each stockholder of record entitled to vote at such
meeting.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.









Section
5.  CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE:  For
the purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or stockholders entitled to
receive payment of any dividend, or in order to make a determination of
stockholders for any other proper purpose, the board of directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, twenty days.  In lieu of
closing the stock transfer books, the board of directors may fix in advance a
date as the record date for any such determination of stockholders, such date in
any case to be not more than fifty days, and, in case of a meeting of
stockholders, not less than ten days prior to the date on which the particular
action, requiring such determination of stockholders, is to be
taken.  If the stock transfer books are not closed and no record date
is fixed for the determination of stockholders entitled to notice of or to vote
at a meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the board of directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
stockholders.  But payment or allotment of dividends may not be made
more than sixty days after the date on which the resolution is
adopted.  When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof regardless of its length
except where the determination has been made through the closing of the stock
transfer books and the stated period of closing has expired.




Section
6.  BOOKS AND ACCOUNTS:  This corporation shall keep and
maintain at its principal office in this State:




(a)           A
certified copy of its certificate of incorporation or articles of incorporation,
and all amendments thereto.




(b)           A
certified copy of its by-laws and all amendments.




(c)           A
stock ledger or a duplicate stock ledger, revised annually, containing the
names,  alphabetically  arranged, of all persons who are
stockholders of the corporation, showing their places of residence, if known,
and the number of shares held by them respectively; or




(d)           In
lieu of the stock ledger or duplication stock ledger specified in paragraph (c),
a statement setting out the name of the custodian of the stock ledger or
duplicate stock ledger, and the present and complete post office address,
including street and number, if any, where such stock ledger or duplicate stock
ledger specified in this section is kept.




Any
person who has been a stockholder of record of a corporation for a least 6
months immediately preceding his demand, or any person holding, or thereunto
authorized in writing by the holders of, at least 5 percent of all its
outstanding shares, upon at least 5 days’ written demand, or any judgment
creditor of the corporation without prior demand, shall have the right to
inspect in person or by agent or attorney, during usual business hours, the
stock ledger or duplicate stock ledger, whether kept in the principal office of
the corporation in this state or elsewhere as provided in paragraph (d) and to
make extracts therefrom.  Holders of voting trust certificates
representing shares of the corporation shall be regarded as stockholders for the
purpose of this subsection.




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Section
7.  QUORUM:  A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders.  If less than a
majority of the outstanding shares are represented at a meeting, a majority of
the shares represented may adjourn the meeting from time to time without further
notice.  At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally noticed.  The stockholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.




Section
8.  PROXIES:  At any meeting of stockholders, a stockholder
may vote in person or by proxy executed in writing by the stockholder or by his
duly authorized attorney in fact.  Such proxy shall be filed with the
secretary of the corporation before or at the time of the meeting.  A
proxy shall not be valid after six months from the date of its execution, unless
coupled with an interest, but no proxy shall be valid after seven years from the
date of its execution, unless renewed or extended at any time before its
expiration.  Notwithstanding that a valid proxy is outstanding the
powers of the proxy holder are suspended, except in the case of a proxy coupled
with an interest which is designated as irrevocable, if the person executing the
proxy is present at a meeting and elects to vote in person.




Section
9.  VOTING OF SHARES:  Subject to the provisions of Section
13.  of this Articles II, each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of stockholders.




Section
10.  VOTING OF SHARES BY CERTAIN HOLDERS:  Shares standing
in the name of another corporation may be voted by such officer, agent or proxy
as the by-laws or a resolution of the board of directors of such corporation may
prescribe, and a certified copy of the by-law or resolution is presented at the
meeting.




Shares
held by an administrator, executor, guardian or conservator may be voted by him,
either in person or by proxy, without a transfer of shares into his
name.  A stockholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.




Neither
treasury shares of its own stock held by the corporation, nor shares held by
another corporation if a majority of the shares entitled to vote for the
election of directors of such other corporation are held by the corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting.




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Section
11.  VOTING TRUSTS:  A stockholder, by agreement in writing,
may transfer his stock to a voting trustee or trustees for the purpose of
conferring the right to vote thereon for a period not exceeding 15 years upon
the terms and conditions therein stated.  The certificates of stock so
transferred shall be surrendered and canceled and new certificates therefor
issued to such trustee or trustees in which it shall appear that they are issued
pursuant to such agreement, and in the entry of such ownership in the proper
books of such corporation that fact shall also be noted, and thereupon such
trustee or trustees may vote upon the stock so transferred during the terms of
such agreement.  A duplicate of every such agreement shall be filed in
the principal office of the corporation and at all times during such terms be
open to inspection by any stockholder or his attorney.




Section
12.  INFORMAL ACTION BY STOCKHOLDERS:  Any action, except
election of directors, required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the stockholders entitled
to vote with respect to the subject matter thereof.




Section
13.  REMOVAL OF DIRECTORS:  Any director may be removed from
office by the vote or written consent of stockholders representing not less than
two-thirds of the issued and outstanding capital stock entitled to voting
power.




All
vacancies, including those caused by an increase in the number of directors may
be filled by a majority of the remaining directors though less than a
quorum.




When one
or more directors shall give notice of his or their resignation to the board,
effective at a future date, the board shall have power to fill such vacancy or
vacancies to take effect when such resignation or resignations shall become
effective, each director so appointed to hold office during the remainder of the
term of office of the resigning director or directors.




ARTICLE
III -DIRECTORS




Section
1.  The business of this corporation shall be managed by a board not
less than 3 directors or trustees, all of whom shall be of full age and at least
one of whom shall be a citizen of the United States, except that, in cases where
all the shares of the corporation are owned beneficially and of record by either
one or two stockholders, the number of directors may be less than three but not
less than the number of stockholders.  Unless otherwise provided in
the certificate or articles of incorporation, or an amendment thereof, it shall
not be necessary for directors to be stockholders.




Section
2.  REGULAR MEETINGS:  A regular meeting of the Board of
Directors shall be held without other notice than this By-Law immediately after,
and at the same place as, the annual meeting of stockholders.  The
Board of Directors may provide, by resolution, the time and place, either within
or without this state, for the holding of additional regular meetings without
other notice than such resolution.




Section
3.  SPECIAL MEETINGS:  Special meetings of the Board of
Directors may be called by or at the request of the president or any two
directors.  The person or persons authorized to call special meetings
of the Board of Directors may fix any place, either within or without the state,
as the place for holding any special meeting of the Board of Directors called by
them.




4




Section
4.  NOTICE:  Meetings of the board of directors may be
called by the president by giving at least twenty-four hours notice, or by any
other two directors by giving at least five days’ notice, of the date, time and
place thereof to each director at his last known address by mail, telephone,
telegram, facsimile or in person.  If the day or date, time and place
of a meeting of the board of directors has been announced at a previous meeting
of the board, no notice is required.  Notice of an adjourned meeting
of the board of directors need not be given other than by announcement at the
meeting at which adjournment is taken.




Notice of
any meeting of the board of directors may be waived by any director either
before, at or after such meeting orally or in a writing signed by such
director.  A director, by his or her attendance at any meeting of the
board of directors, shall be deemed to have waived notice of such meeting,
except where the director objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened
and does not participate thereafter in the meeting.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the board of directors need be specified in the notice or waiver of notice of
such meeting.




Section
5.  QUORUM:  A majority of the number of directors fixed by
Section 1. of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.




Section
6.  MANNER OF ACTING:  The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.




Section
7.  INFORMAL OR IRREGULAR ACTION BY DIRECTORS OR
COMMITTEES:  (a)  Action taken by the required majority of
the directors or members of a committee without a meeting is nevertheless board
or committee action if:




Written
consent to the action in question is signed by all the directors or members of
the committee, as the case may be, and filed with the minutes of the proceedings
of the board or committee, whether done before or after the action so
taken.




(b)           Any
one or more directors or members of a committee may participate in a meeting of
the board or committee by means of a conference telephone or similar
communications device which allows all persons participating in the meeting to
hear each other, and such participation in a meeting shall be deemed presence in
person at such meeting.




Section
8.  EXECUTIVE AND OTHER COMMITTEES:  (a) The Board of
Directors, by resolution adopted by a majority of the number of directors then
in office may designate from among its members an executive committee and one or
more other committees, each consisting of two or more directors, and each of
which, to the extent provided in the resolution or in the charter or these
ByLaws shall have and may exercise all of the authority of the Board of
Directors except the power to:




(i)           Declare
dividends or distributions on stock;




5




(ii)           Issue
stock other than as provided in subsection (b) of this section.




(iii)           Recommend
to the  stockholders  any action which requires stockholder
approval.




(iv)           Amend
the By-Laws; or




(v)           Approve
any merger or share exchange which does not require stockholder
approval.




(b)           If
the Board of Directors has given general authorization for the issuance of
stock, a committee of the Board, in accordance with a general formula or method
specified by the board by resolution or by adoption of a stock option or other
plan, may fix the terms of stock subject to classification or reclassification
and the terms on which any stock may be issued, including all terms and
conditions required or permitted to be established or authorized by the Board of
Directors under the Nevada General Corporation Law.




(c)           The
appointment of any committee, the delegation of authority to it or action by it
under that authority does not constitute of itself, compliance by any director
not a member of the committee, with the standard provided by statute for the
performance of duties of directors.




Section
9.  COMPENSATION:  By resolution of the Board of Directors,
each director may be paid his expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a stated salary as director or a fixed
sum for attendance at each meeting of the Board of Directors or
both.  No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor.




Section
10.  PRESUMPTION OF ASSENT:  A director of the corporation
who is present at a meeting of the board of Directors at which action on any
corporate matter is taken unless he shall announce his dissent at the meeting
and his dissent is entered in the minutes and he shall forward such dissent by
registered mail to the secretary of the corporation immediately after the
Adjournment of the meeting.  Such right to dissent shall not apply to
a director who voted in favor of such action.




ARTICLE
IV -OFFICERS




Section
1.  NUMBER:  The corporation shall have a president, a
secretary, a treasurer, and a resident agent, each of whom shall be elected by
the Board of Directors.  Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the Board of
Directors.  Any two or more offices may be held by the same
person.




Section
2.  ELECTION AND TERM OF OFFICE:  The officers of the
corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the stockholders.  If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be.  Each officer shall hold office
until his successor shall have been duly elected and shall have qualified or
until he shall resign or shall have been removed in the manner hereinafter
provided.




6




Section
3.  REMOVAL:  Any officer or agent may be removed by the
Board of Directors whenever in its judgment, the best interests of the
corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.  Election or
appointment of any officer or agent shall not of itself create contract
rights.




Section
4.  VACANCIES:  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.




Section
5.  PRESIDENT:  The president shall be the principal
executive officer of the corporation, and subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation.  The president shall have authority to
institute or defend legal proceedings when the directors are
deadlocked.  He shall, when present, preside at all meetings of the
stockholders and of the Board of Directors.  He may sign, with the
secretary or any other proper officer of the corporation thereunto authorized by
the Board of Directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of the president and such other duties as may be
prescribed by the Board of Directors from time to time.




Section
6.  THE SECRETARY:  The secretary shall:  (a) keep
the minutes of the proceedings of the stockholder and of the Board of Directors
in one or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these By-Laws or as required by
law; (c) be custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed to all documents
the execution of which on behalf of the corporation under its seal is duly
authorized; (d) keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder; (e) sign with the
president, certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; (g) in general
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him by the president or by the Board of
Directors.




Section
7.  THE TREASURER:  The treasurer shall:  (a) have
charge and custody of and be responsible for all funds and securities of the
corporation; (b) receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in the name
of the corporation in such banks, trust companies or other depositories as shall
be selected in accordance with the provisions of Article VI of these By-Laws;
and (c) in general perform all of the duties incident to the office of treasurer
and such other duties as from time to time may be assigned to him by the
president or by the Board of Directors.  If required by the Board of
Directors, the treasurer shall give a bond for the faithful discharge of his
duties in such sum with such surety or sureties as the Board of Directors shall
determine.




7




Section
8.  SALARIES:  The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the corporation.




ARTICLE V -
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS




Section
1.  INDEMNIFICATION.  The corporation shall indemnify and
hold harmless, to the fullest extent authorized by the corporation statutes of
the State of Nevada, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than such law permitted
the corporation to provide prior to such amendment), any person who was or is a
party or threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (an “indemnitee”), against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by an indemnitee in connection with such
action, suit or proceeding if such indemnitee acted in good faith and in a
manner such indemnitee reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such conduct was unlawful;
provided, however, that, except as provided in Section 3 of this Article V with
respect to proceedings to enforce rights to indemnification, the Corporation
shall indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the indemnitee did not act in good faith and
in a manner which such indemnitee reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that such conduct was
unlawful.  The right to indemnification conferred by this Section 1
shall vest at the time an individual becomes an indemnitee.




Section
2.  RIGHT TO ADVANCEMENT OF EXPENSES.  The right to
indemnification conferred in Section 1 of this Article V shall include the right
to be paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an “advancement of
expenses”); provided, however, that, if the corporation statutes of the State of
Nevada requires, an advancement of expenses incurred by an indemnitee in his or
her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the
corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled
to be indemnified for such expenses under this Section 2 or
otherwise.  The rights to indemnification and to the advancement of
expenses conferred in Sections 1 and 2 of this Article V shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
indemnitee’s heirs, executors, and administrators.




8




Section
3.  RIGHT OF INDEMNITEE TO BRING SUIT.  If a claim under
Section 1 or 2 of this Article V is not paid in full by the corporation within
sixty (60) days after a written claim has been received by the corporation,
except in the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty (20) days, the indemnitee may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim.  If successful in whole or in part in any such suit, or in
a suit brought by the corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expense of prosecuting or defending such suit.  In (i) any suit
brought by the indemnitee to enforce a right to indemnification hereunder (but
not in a suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit brought by the
corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the corporation statutes of the State of
Nevada.  Neither the failure of the corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the corporation statutes of the
State of Nevada, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel, or its stockholders) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be a defense to such
suit.  In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to
indemnification, or to such advancement of expenses, under this Article V or
otherwise shall be on the corporation.




Section
4.  NON-EXCLUSIVITY OF RIGHTS.  The rights to
indemnification and to the advancement of expenses conferred in this Article V
shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, the corporation’s Articles of Incorporation, ByLaws,
agreement, vote of stockholders, or disinterested directors or
otherwise.




Section
5.  INSURANCE.  The corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee, or agent of
the corporation or another corporation, partnership, joint venture, trust, or
other enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under the corporation statutes of the State of
Nevada.




Section
6.  INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE
CORPORATION.  The corporation may, to the extent authorized from time
to time by the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the corporation to the
fullest extent of the provisions of this Article with respect to the
indemnification and advancement of expenses of directors and officers of the
corporation.




9




Section
7.  AMENDMENT OR MODIFICATION.  This section may be altered
or amended at any time as provided in these ByLaws, but no such amendment shall
have the effect of diminishing the rights of any person who is or was an officer
or director as to any acts or omissions taken or omitted to be taken prior to
the effective date of such amendment.




ARTICLE VI -
CONTRACTS, LOANS, CHECKS AND DEPOSITS




Section
1.  CONTRACTS:  The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of on behalf of the corporation, and such
authority may be general or confined to specific instances.




Section
2.  LOANS:  No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.  Such authority
may be general or confined to specific instances.




Section
3.  CHECKS, DRAFTS, ETC.:  All checks, drafts, or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the corporation, shall be signed by such officer or officers,
agent or agents of the corporation and in such manner as shall from time to time
be determined by resolution of the Board of Directors.




Section
4.  DEPOSITS:  All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.




ARTICLE VII -
CERTIFICATES FOR SHARES AND THEIR TRANSFER




Section
1.  CERTIFICATES FOR SHARES:  Notwithstanding any other
provision in these By-Laws, any or all classes and series of shares of the
corporation, or any part thereof, may be represented by uncertificated shares,
except that shares represented by a certificate that is issued and outstanding
shall continue to be represented thereby until the certificate is surrendered to
the corporation.  Within a reasonable time after the issuance or
transfer of uncertificated shares, the corporation shall send to the registered
owner thereof, a written notice containing the information required to be set
forth or stated on certificates.  The rights and obligations of the
holders of shares represented by certificates and the rights and obligations of
the holders of uncertificated shares of the same class or series shall be
identical.  If certificates for the shares of the corporation are
issued, each will be in such form as shall be determined by the Board of
Directors.  Such certificates shall be signed by the president or vice
president and countersigned by the secretary or an assistant secretary and
sealed with the corporation seal or a facsimile thereof.  The
signatures of such officers upon a certificate may be facsimile signatures if
the certificate is manually signed on behalf of a transfer agent or a registrar
other than the corporation or an employee of the corporation.  Each
certificate for shares shall be consecutively numbered or otherwise
identified.  The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation.  All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificates shall be issued until the former certificates for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, destroyed or mutilated certificate, a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors may
prescribe.




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Section
2.  TRANSFER OF SHARES:  Transfer of shares of the
corporation shall be made only on the stock transfer books of the corporation by
the holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the secretary of
the corporation, and on surrender for cancellation of the certificate for such
shares.  The person in whose name shares stand on the books of the
corporation shall be deemed by the corporation to be the owner thereof for all
purposes.




ARTICLE
VIII -FISCAL
YEAR




Section
1.  The fiscal year of the corporation shall be determined by the
board of directors.




ARTICLE
IX -DIVIDENDS




Section
1.  The board of Directors may, from time to time, declare and the
corporation may pay dividends on its outstanding shares in the manner, and upon
the terms and conditions provided by law and its Articles of
Incorporation.




ARTICLE X -
CORPORATE SEAL




Section
1.  The Board of Directors shall provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of the
corporation, the year of its incorporation and the words, “Corporate Seal,
Nevada”.




ARTICLE XI - WAIVER
OF NOTICE




Section
1.  Whenever any notice is required to be given to any stockholder or
director of the corporation under the provisions of these By-Laws or under the
provisions of the By-Laws or under the provisions of the Articles of
Incorporation or under the provisions of the general corporation law of the
State of Nevada, a waiver thereof in writing signed by any person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.




ARTICLE
XII -AMENDMENTS




Section
1.  The board of Directors shall have the power to make, alter and
repeal By-Laws, but By-Laws made by the board may be altered or repealed, and
new By-Laws made, by the stockholders.




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